Common use of Funding Procedures Clause in Contracts

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon the satisfaction of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit of, the Borrower or any Borrower Subsidiary (as directed by the Borrower) the amount of the Loan Advance requested by Borrower pursuant to this Section 2.1. Provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (to the extent immediately available funds are received later than 1:00 p.m. (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion of such Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Date. (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that the conditions set forth in Section 5.1 hereof, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except to the extent the contemplated Loan Advance will result in noncompliance with the Financial Covenants. Notwithstanding any such disclosure, the disclosure by Borrower to the Administrative Agent that one or more of the conditions set forth in Section 5.1 hereof are not satisfied as of the date of Borrower’s request for a Loan Advance or will not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the Loan Advance requested by Borrower. (iii) If any Event of Default shall occur and be continuing, the Administrative Agent may or shall (at the direction of the Required Lenders), by notice to Borrower, terminate the obligation of the Lenders to fund Loan Advances in respect of the then unfunded portion of the Note, and, upon such notice being given, such obligation of the Lenders to make any further Loan Advances in respect of the then unfunded portion of the Note shall terminate immediately and the Lenders shall be relieved of all further obligations to make any Loan Advances to Borrower.

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon the satisfaction of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit of, the Borrower or any Borrower Subsidiary (as directed by the Borrower) ), the amount of the Loan Advance requested by Borrower pursuant to this Section 2.1. Provided 2.1 provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (to the extent immediately available funds are received later than 1:00 p.m. p.m (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s 's request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion of such Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Date. (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that the conditions set forth in Section 5.1 hereof, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date (with respect to Section 5.1.3, notwithstanding that the representations and warranties of Borrower in Section 6 may be limited to being made as of the date of this Agreement or as of any proposed Drawdown Date), unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except to the extent the contemplated Loan Advance will result in noncompliance with the Financial Covenants. Notwithstanding any such disclosure, the disclosure by Borrower to the Administrative Agent that one or more of the conditions set forth in Section 5.1 hereof are not satisfied as of the date of Borrower’s 's request for a Loan Advance or will not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders Lender to refuse to make the Loan Advance requested by Borrower. (iii) If any Event of Default shall occur and be continuing, the Administrative Agent may or shall (at the direction of the Required Lenders)may, by notice to Borrower, terminate the obligation of the Lenders to fund Loan Advances in respect of the then unfunded portion of the NoteNotes, and, upon such notice being given, such obligation of the Lenders to make any further Loan Advances in respect of the then unfunded portion of the Note Notes shall terminate immediately and the Lenders shall be relieved of all further obligations to make any Loan Advances to Borrower.

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon the satisfaction of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit of, the Borrower or any Borrower Subsidiary (as directed by the Borrower) the amount of the Loan Advance requested by Borrower pursuant to this Section 2.1. Provided 2.1 provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (to the extent immediately available funds are received later than 1:00 p.m. p.m (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s 's request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion of such Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Date. (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that the conditions set forth in Section 5.1 hereof, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s 's continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except to the extent the contemplated Loan Advance will result in noncompliance with the Financial Covenants. Notwithstanding any such disclosure, the disclosure by Borrower to the Administrative Agent that one or more of the conditions set forth in Section 5.1 hereof are not satisfied as of the date of Borrower’s 's request for a Loan Advance or will not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the Loan Advance requested by Borrower. (iii) If any Event of Default shall occur and be continuing, the Administrative Agent may or shall (at the direction of the Required Lenders)may, by notice to Borrower, terminate the obligation of the Lenders to fund Loan Advances in respect of the then unfunded portion of the Note, and, upon such notice being given, such obligation of the Lenders to make any further Loan Advances in respect of the then unfunded portion of the Note shall terminate immediately and the Lenders shall be relieved of all further obligations to make any Loan Advances to Borrower.

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon In connection with the satisfaction financing of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit ofDesignated Aircraft hereunder, the Borrower or agrees (subject to Section 2(b)(viii) hereof) to give the Loan Participants at least three Business Days’ prior written notice (which notice, to be effective on any Borrower Subsidiary Business Day, must be received no later than 11:00 a.m. New York time) of the anticipated Delivery Date for the Designated Aircraft (the “Funding Date”), which date shall be a Business Day not later than the Commitment Termination Date, and which notice shall be in substantially the form of the Notice of Borrowing attached hereto as directed Exhibit A (the “Notice of Borrowing”). The Notice of Borrowing shall if desired by the Borrower) , identify whether the amount of the Loan Advance requested by Borrower pursuant elects a Fixed Rate to this Section 2.1. Provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (be applicable to the extent immediately available funds are received later than 1:00 p.m. (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion of such Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Daterelated Loan. (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that In order to facilitate the conditions set forth in Section 5.1 hereoftimely closing of the transactions contemplated hereby, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except by delivery of the Notice of Borrowing to the extent Loan Participants, irrevocably instructs the contemplated Loan Advance will result in noncompliance with Participants to: (A) wire transfer (for receipt by no later than 10:00 a.m. New York City time) on the Financial Covenants. Notwithstanding any such disclosure, Funding Date its Commitment for the disclosure Designated Aircraft by Borrower the wiring of immediately available funds (reference: Hawaiian Airlines A330-200 MSN 1259) to the Administrative Agent that one or more account of the conditions Security Trustee specified on Schedule I (the “Account”); (B) in the case of any Type A Loan Participant, enter into arrangements to establish its Liquidity Margin for the related Loan (if it has not already done so) and notify the Borrower thereof no later than one Business Day prior to the Funding Date; and (C) if the Borrower shall have elected a Fixed Rate, enter into a Hedge Transaction on the terms set forth in Section 5.1 hereof are not satisfied as herein for its portion of the date of Borrower’s request for a Loan Advance or will (if it has not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the Loan Advance requested by Borroweralready done so). (iii) The funds so paid by each such Loan Participant (the “Deposit”) into the Account are to be held by the Security Trustee for account of such Loan Participant. Subject to paragraph (vi) below, upon the satisfaction (as determined by each Loan Participant) of the conditions precedent set forth in Section 4 hereof, such Loan Participant (or its special counsel acting on its behalf) shall instruct the Security Trustee to disburse the Deposit for application of its Commitment for the Designated Aircraft in the financing as contemplated by Section 2(c) hereof. (iv) If, for any reason, the Designated Aircraft to be financed hereunder on its Funding Date shall not be so financed, the Deposit and earnings thereon, will be invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the Borrower in an overnight investment selected by the Borrower and reasonably acceptable to the Loan Participants and the Security Trustee. Upon the Borrower’s oral (to be confirmed in writing) instructions, earnings on any such [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. investments shall be applied to the Borrower’s payment obligations to each Loan Participant under this Section 2(b) to the extent of such earnings. (v) If the actual Delivery Date for the Designated Aircraft is a date falling after the Funding Date, the Borrower shall pay interest hereunder to each Loan Participant on the amount of its Deposit for the period from and including the Funding Date to but excluding the earlier of (A) the Delivery Date for the Designated Aircraft or (B) the Cutoff Date (as defined below). For each Loan Participant, such interest shall accrue on the amount of such Loan Participant’s Commitment at the Applicable Rate established for the Loan. Interest on the Commitments accrued pursuant to the preceding sentence shall (I) if accrued to the Delivery Date for the Designated Aircraft, be paid on the first Interest Payment Date and (II) if accrued to the Cutoff Date, be due and payable to each Loan Participant on such date. (vi) If for any reason, other than the failure of any Loan Participant to comply with the terms hereof, the Delivery Date for the Designated Aircraft shall not have occurred on or prior to [**] after the Funding Date (the “Cutoff Date”), the Borrower hereby irrevocably agrees that such Loan Participant may (and upon the written instruction of the Borrower, given any time during the period from the Funding Date to the Cutoff Date, shall) cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market or otherwise to fund its Commitment on the Funding Date (including, for any Type A Loan Participant, its related liquidity arrangements) and, if applicable, such Loan Participant may cancel, terminate or otherwise unwind the related Hedge Transaction, and such Loan Participant may notify the Security Trustee thereof, and the Security Trustee shall return its Commitment for the Designated Aircraft to it, subject, however, to such Loan Participant’s continuing commitment to fund its Commitment as provided herein. (vii) In the event of the occurrence of the events described in paragraph (vi) above, the Borrower agrees to pay promptly (but in any event within [**] after the relevant Cutoff Date) any Break Amount incurred by the relevant Loan Participant (for which purpose such Loan Participant shall be deemed to have the amount of its Commitment prepaid as a funded Loan). (viii) If funds have been returned to the Loan Participants pursuant to this Section 2(b), the Borrower may schedule a new Funding Date on any date prior to the Commitment Termination Date by giving a new Notice of Borrowing pursuant to Section 2(b)(i), and the provisions of this Section 2(b) shall be applicable to such new Funding Date, including, without limitation, the right to fix the interest rate in accordance with Section 3(b)(ii). If any Event of Default Loan Participant shall occur and be continuingfail to fund its Commitment, the Administrative Agent may or Borrower shall (at the direction of the Required Lenders), by notice be under no obligation to Borrower, terminate the obligation of the Lenders to fund Loan Advances in respect of the then unfunded borrow any portion of the NoteLoan (though the Borrower shall, andfor the avoidance of doubt, upon such notice being given, such obligation of have the Lenders right to make borrow any further Loan Advances in respect of the then unfunded portion of the Note shall terminate immediately Loan funded, subject to fulfillment of the conditions precedent set forth in Section 4 or [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Lenders Securities and Exchange Commission. the waiver thereof by the Loan Participants who have funded their Commitments) but shall be relieved of all further obligations obligated to make pay Break Amount and interest with respect to any amounts so funded by the Loan Advances to BorrowerParticipants but not borrowed by the Borrower hereunder.

Funding Procedures. The following terms and provisions shall apply (a) Subject to any Loan Advance: (i) Upon the satisfaction of the conditions precedent set forth in Article V, the Lenders hereby agree, on the terms and conditions set forth in this Section 2.1Agreement and at the sole discretion of the Agent and the Lenders, to advance loans (each a “Loan”) to the extent applicable, Administrative Agent on behalf Borrower during the Revolving Period in the aggregate principal amount at any time outstanding not to exceed each Lender’s Commitment of an amount equal to the lesser of the Lenders will either (xi) deposit into a Depository Account Commitment Amount or (ii) the Borrowing Base, provided that, each Lender shall not be required to make any Loan to the Borrower under this Agreement unless all of the Borrower or (y) disburse torequirements and conditions set forth in Article V have been satisfied. All Loans may be borrowed, or for repaid and reborrowed only in accordance with the benefit ofterms of this Agreement. During the Revolving Period, subject to the terms of this Agreement, the Borrower may reborrow in an amount up to the Availability, subject to mandatory reductions set forth in Sections 3.06 and 3.07 hereof. The Revolving Period shall terminate upon the occurrence of a Termination Event. Notwithstanding anything to the contrary contained herein, neither the CP Issuer nor any Liquidity Bank shall have any obligation to make any new Loan on any Funding Date, and the CP Issuer or any Borrower Subsidiary a Liquidity Bank, as applicable, may make additional Loans hereunder solely if it elects in its sole discretion to do so. (as directed by the Borrowerb) Subject to Section 1.01(a), each Lender shall make its Loan available in the amount of such Lender’s Pro Rata Share to the Loan Advance requested Agent at the Agent’s Office in same day funds upon each borrowing hereunder. Upon receipt by Borrower the Agent of such funds, the Agent will make such funds available to the Borrower. (c) Amounts borrowed pursuant to this Section 2.1. Provided 1.01 shall be repaid in accordance with Article III hereof and, subject to the Administrative Agent terms and conditions of Article V of this Agreement, subsequent Loans will be extended to the Borrower, provided that, no Termination Event has received from occurred and is continuing, and the Lenders immediately available funds not later than 1:00 p.m. other conditions set forth in Article V are satisfied. (Eastern timed) After the occurrence of a Termination Event, the Borrower shall no longer be permitted to borrow under this Article I and the outstanding Loans shall be repaid based on the proposed Drawdown Date (to the extent immediately available funds are received later than 1:00 p.m. (Eastern time), Administrative Agent, on behalf amortization of the Lendersunderlying Pool Receivables in accordance with Article III. For the avoidance of doubt, will make the deposit into the Depository Account on the following Business Day), provided occurrence of a Termination Event shall not mean that if Borrower’s request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf all of the Lenders shall fund outstanding Loans are accelerated and are then immediately due and payable. (e) For the avoidance of doubt, if the CP Issuer has sold or otherwise transferred all or any portion of any Loan pursuant to a Liquidity Agreement, the portion of such Loan Advance received so transferred shall not be considered to be funded by the Administrative Agent from the Lenders directly by wire transfer CP Issuer for purposes of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Datethis Agreement. (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that the conditions set forth in Section 5.1 hereof, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except to the extent the contemplated Loan Advance will result in noncompliance with the Financial Covenants. Notwithstanding any such disclosure, the disclosure by Borrower to the Administrative Agent that one or more of the conditions set forth in Section 5.1 hereof are not satisfied as of the date of Borrower’s request for a Loan Advance or will not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the Loan Advance requested by Borrower. (iii) If any Event of Default shall occur and be continuing, the Administrative Agent may or shall (at the direction of the Required Lenders), by notice to Borrower, terminate the obligation of the Lenders to fund Loan Advances in respect of the then unfunded portion of the Note, and, upon such notice being given, such obligation of the Lenders to make any further Loan Advances in respect of the then unfunded portion of the Note shall terminate immediately and the Lenders shall be relieved of all further obligations to make any Loan Advances to Borrower.

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon In connection with the satisfaction financing of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit ofDesignated Aircraft hereunder, the Borrower or agrees (subject to Section 2(b)(viii) hereof) to give the Loan Participants at least three Business Days’ prior written notice (which notice, to be effective on any Borrower Subsidiary Business Day, must be received no later than 11:00 a.m. New York time) of the anticipated Delivery Date for the Designated Aircraft (the “Funding Date”), which date shall be a Business Day not later than the Commitment Termination Date, and which notice shall be in substantially the form of the Notice of Borrowing attached hereto as directed Exhibit A (the “Notice of Borrowing”). The Notice of Borrowing shall if desired by the Borrower) , identify whether the amount of the Loan Advance requested by Borrower pursuant elects a Fixed Rate to this Section 2.1. Provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (be applicable to the extent immediately available funds are received later than 1:00 p.m. (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion of such Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Daterelated Loan. (ii) Each request for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that In order to facilitate the conditions set forth in Section 5.1 hereoftimely closing of the transactions contemplated hereby, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except by delivery of the Notice of Borrowing to the extent Loan Participants, irrevocably instructs the contemplated Loan Advance will result in noncompliance with Participants to: (A) wire transfer (for receipt by no later than 10:00 a.m. New York City time) on the Financial Covenants. Notwithstanding any such disclosure, Funding Date its Commitment for the disclosure Designated Aircraft by Borrower the wiring of immediately available funds (reference: Hawaiian Airlines A330-200 MSN 1259) to the Administrative Agent that one or more account of the conditions Security Trustee specified on Schedule I (the “Account”); (B) in the case of any Type A Loan Participant, enter into arrangements to establish its Liquidity Margin for the related Loan (if it has not already done so) and notify the Borrower thereof no later than one Business Day prior to the Funding Date; and (C) if the Borrower shall have elected a Fixed Rate, enter into a Hedge Transaction on the terms set forth in Section 5.1 hereof are not satisfied as herein for its portion of the date of Borrower’s request for a Loan Advance or will (if it has not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the Loan Advance requested by Borroweralready done so). (iii) The funds so paid by each such Loan Participant (the “Deposit”) into the Account are to be held by the Security Trustee for account of such Loan Participant. Subject to paragraph (vi) below, upon the satisfaction (as determined by each Loan Participant) of the conditions precedent set forth in Section 4 hereof, such Loan Participant (or its special counsel acting on its behalf) shall instruct the Security Trustee to disburse the Deposit for application of its Commitment for the Designated Aircraft in the financing as contemplated by Section 2(c) hereof. (iv) If, for any reason, the Designated Aircraft to be financed hereunder on its Funding Date shall not be so financed, the Deposit and earnings thereon, will be invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the Borrower in an overnight investment selected by the Borrower and reasonably acceptable to the Loan Participants and the Security Trustee. Upon the Borrower’s oral (to be confirmed in writing) instructions, earnings on any such investments shall be applied to the Borrower’s payment obligations to each Loan Participant under this Section 2(b) to the extent of such earnings. (v) If the actual Delivery Date for the Designated Aircraft is a date falling after the Funding Date, the Borrower shall pay interest hereunder to each Loan Participant on the amount of its Deposit for the period from and including the Funding Date to but excluding the earlier of (A) the Delivery Date for the Designated Aircraft or (B) the Cutoff Date (as defined below). For each Loan Participant, such interest shall accrue on the amount of such Loan Participant’s Commitment at the Applicable Rate established for the Loan. Interest on the Commitments accrued pursuant to the preceding sentence shall (I) if accrued to the Delivery Date for the Designated Aircraft, be paid on the first Interest Payment Date and (II) if accrued to the Cutoff Date, be due and payable to each Loan Participant on such date. (vi) If for any reason, other than the failure of any Loan Participant to comply with the terms hereof, the Delivery Date for the Designated Aircraft shall not have occurred on or prior to [**] after the Funding Date (the “Cutoff Date”), the Borrower hereby irrevocably agrees that such Loan Participant may (and upon the written instruction of the Borrower, given any time during the period from the Funding Date to the Cutoff Date, shall) cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market or otherwise to fund its Commitment on the Funding Date (including, for any Type A Loan Participant, its related liquidity arrangements) and, if applicable, such Loan Participant may cancel, terminate or otherwise unwind the related Hedge Transaction, and such Loan Participant may notify the Security Trustee thereof, and the Security Trustee shall return its Commitment for the Designated Aircraft to it, subject, however, to such Loan Participant’s continuing commitment to fund its Commitment as provided herein. (vii) In the event of the occurrence of the events described in paragraph (vi) above, the Borrower agrees to pay promptly (but in any event within [**] after the relevant Cutoff Date) any Break Amount incurred by the relevant Loan Participant (for which purpose such Loan Participant shall be deemed to have the amount of its Commitment prepaid as a funded Loan). (viii) If funds have been returned to the Loan Participants pursuant to this Section 2(b), the Borrower may schedule a new Funding Date on any date prior to the Commitment Termination Date by giving a new Notice of Borrowing pursuant to Section 2(b)(i), and the provisions of this Section 2(b) shall be applicable to such new Funding Date, including, without limitation, the right to fix the interest rate in accordance with Section 3(b)(ii). If any Event of Default Loan Participant shall occur and be continuingfail to fund its Commitment, the Administrative Agent may or Borrower shall (at the direction of the Required Lenders), by notice be under no obligation to Borrower, terminate the obligation of the Lenders to fund Loan Advances in respect of the then unfunded borrow any portion of the NoteLoan (though the Borrower shall, andfor the avoidance of doubt, upon such notice being given, such obligation of have the Lenders right to make borrow any further Loan Advances in respect of the then unfunded portion of the Note shall terminate immediately and Loan funded, subject to fulfillment of the Lenders conditions precedent set forth in Section 4 or the waiver thereof by the Loan Participants who have funded their Commitments) but shall be relieved of all further obligations obligated to make pay Break Amount and interest with respect to any amounts so funded by the Loan Advances to BorrowerParticipants but not borrowed by the Borrower hereunder.

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon In connection with the satisfaction financing of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit ofeach Designated Aircraft hereunder, the Borrower agrees to give the Agent at least three (or, in the case the Borrower elects to have the related Loan bear interest at a Fixed Rate, five) Business Days’ prior written notice (which notice, to be effective on any Business Day, must be received no later than 9:00 a.m. New York time) of the anticipated Delivery Date for such Designated Aircraft (for any Designated Aircraft and its related Series, its “Funding Date”), which date shall be a Business Day not later than the Commitment Termination Date, and which notice shall be in substantially the form of the Notice of Borrowing attached hereto as Exhibit A. Unless previously elected pursuant to Section 3(b)(iii)(5) or any Borrower Subsidiary (as directed 3(c)(ii), respectively, the Notice of Borrowing shall if desired by the Borrower) , identify whether the amount of the Loan Advance requested by Borrower pursuant elects a Fixed Rate to this Section 2.1. Provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (be applicable to the extent immediately available funds are received later than 1:00 p.m. (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s request for related Loan. The Agent shall promptly provide a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion copy of such Notice of Borrowing to the relevant Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown DateParticipants. (ii) Each request In order to facilitate the timely closing of the transactions contemplated hereby, for a Loan Advance hereunder shall constitute a representation and warranty by Borrower that the conditions set forth in Section 5.1 hereofeach Designated Aircraft, as the case may be, have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied by the Closing Compliance Certificate, or once delivered, the most recent Compliance Certificate delivered by the Borrower, except by delivery of the Notice of Borrowing for such Designated Aircraft to the extent Agent, irrevocably instructs the contemplated Loan Advance will result in noncompliance with Participants to: (A) wire transfer (for receipt by no later than 9:00 a.m. New York City time) on the Financial Covenants. Notwithstanding any Funding Date for such disclosure, Designated Aircraft its Commitment for such Designated Aircraft by the disclosure by Borrower wiring of immediately available funds (reference: Atlas/747-8F 2011) to the Administrative Agent that one or more account of the conditions Security Trustee specified on Schedule I (the “Account”); (B) in the case of any Type A Loan Participant, enter into arrangements to establish its Liquidity Margin for the related Loan (if it has not already done so); and (C) if the Borrower shall have elected a Fixed Rate, enter into a Swap Transaction on the terms set forth in Section 5.1 hereof are herein for its portion of such Designated Aircraft’s Loan (if it has not satisfied as of the date of Borrower’s request for a Loan Advance or will not be satisfied as of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make the Loan Advance requested by Borroweralready done so). (iii) If The funds so paid by each such Loan Participant (the “Deposit”) into the Account for any Event Designated Aircraft are to be held by the Security Trustee for account of Default shall occur and be continuingsuch Loan Participant. Subject to paragraph (vi) below, upon the Administrative Agent may or shall satisfaction (at the direction as determined by each Loan Participant) of the Required Lenders), by notice to Borrower, terminate the obligation of the Lenders to fund Loan Advances conditions precedent set forth in Section 4 hereof in respect of the then unfunded portion applicable Designated Aircraft, such Loan Participant (or its special counsel acting on its behalf) shall instruct the Security Trustee to disburse the Deposit for application of its Commitment for such Designated Aircraft in the financing as contemplated by Section 2(c) hereof. (iv) If, for any reason, the Designated Aircraft to be financed hereunder on its Funding Date shall not be so financed, the Deposit for such Designated Aircraft, and earnings thereon, will be invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the NoteBorrower in an overnight investment selected by the Borrower and reasonably acceptable to the Agent and the Security Trustee. Upon the Borrower’s oral (to be confirmed in writing) instructions, earnings on any such investments shall be applied to the Borrower’s payment obligations to each Loan Participant under this Section 2(b) to the extent of such earnings. (v) If the actual Delivery Date for any Designated Aircraft is a date falling after the Funding Date for such Designated Aircraft, the Borrower shall pay interest hereunder to each Loan Participant on the amount of its Deposit transferred to the Security Trustee for each Loan Certificate as indicated on Schedule 1 to the Notice of Borrowing for the period from and including the Funding Date for such Designated Aircraft to but excluding the earlier of (A) the Delivery Date for such Designated Aircraft or (B) the Cutoff Date (as defined below). For each Loan Participant, such interest shall accrue on the amount of such Loan Participant’s Commitment at the applicable Applicable Rate established for such Loan. Interest on the Commitments accrued pursuant to the preceding sentence shall (I) if accrued to the Delivery Date for the applicable Designated Aircraft, be paid on the first Interest Payment Date for such Aircraft and (II) if accrued to the Cutoff Date, be due and payable to each Loan Participant on such date. (vi) If for any reason, other than the failure of any Loan Participant to comply with the terms hereof, the Delivery Date for any Designated Aircraft shall not have occurred on or prior to five Business Days after the Funding Date for such Designated Aircraft (the “Cutoff Date”), the Borrower hereby irrevocably agrees that such Loan Participant may cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market or otherwise to fund its Commitment on the Funding Date for such Designated Aircraft (including, for any Type A Loan Participant, its related liquidity arrangements) and, upon such notice being givenif applicable, such obligation Loan Participant may cancel, terminate or otherwise unwind the related Swap Transaction, and such Loan Participant may notify the Security Trustee thereof, and the Security Trustee shall return its Commitment for such Designated Aircraft to it, subject, however, to such Loan Participant’s continuing commitment to fund as provided herein. (vii) In the event of the Lenders to make any further Loan Advances in respect occurrence of the then unfunded portion events described in paragraph (vi) above, the Borrower agrees to pay promptly (but in any event within three Business Days of the Note shall terminate immediately and relevant Cutoff Date): (A) any Break Amount incurred by the Lenders relevant Loan Participant (for which purpose such Loan Participant shall be relieved deemed to have the amount of its Commitment prepaid as a funded Loan); and (B) without duplication of the amounts covered by the preceding clause (A), all further obligations reasonable out-of-pocket costs and expenses incurred by such Loan Participant (including, without limitation, reasonable legal costs and expenses) to make any Loan Advances the extent payable pursuant to BorrowerSection 12 hereof.

Funding Procedures. The following terms and provisions shall apply to any Loan Advance: (i) Upon the satisfaction of the conditions set forth in this Section 2.1, to the extent applicable, Administrative Agent on behalf of the Lenders will either (x) deposit into a Depository Account of the Borrower or (y) disburse to, or for the benefit of, the Borrower or any Borrower Subsidiary (as directed by the Borrower) the amount of the Loan Advance requested by Borrower pursuant to this Section 2.1. Provided the Administrative Agent has received from the Lenders immediately available funds not later than 1:00 p.m. (Eastern time) on the proposed Drawdown Date (to the extent immediately available funds are received later than 1:00 p.m. (Eastern time), Administrative Agent, on behalf of the Lenders, will make the deposit into the Depository Account on the following Business Day), provided that if Borrower’s request for a Loan Advance so specifies, instead of making such deposit, Administrative Agent on behalf of the Lenders shall fund all or a portion of such Loan Advance received by the Administrative Agent from the Lenders directly by wire transfer of immediately available funds to a third party (in accordance with wiring instruction specified in such request), in which event such funds shall be wired by no later than 2:00 p.m. (Eastern time) on the proposed Drawdown Date. (iia) Each request for a Revolving Credit Loan Advance hereunder or the conversion or renewal of an interest rate with respect to a Loan shall constitute be made not later than 11:00 a.m. on a representation Business Day by delivery to the Agent of a written request signed by IGC on behalf of the Borrowers or, in the alternative, a telephone request followed promptly by written confirmation of the request, specifying the date and warranty by Borrower that amount of the conditions set forth Loan to be made, converted or renewed, selecting the interest rate option applicable thereto, and in Section 5.1 hereof, as the case may beof LIBO Rate Loans, have been satisfied on specifying the Interest Period applicable to such Loan. The form of request attached hereto as Exhibit A ("Borrowing Notice") shall be used to request the making, conversion or renewal of Revolving Credit Loans unless otherwise agreed. Each request shall be received not less than one (1) Business Day prior to the date of such the proposed borrowing, conversion or renewal in the case of Base Rate Loans, and three (3) London Business Days prior to the date of the proposed borrowing, conversion or renewal in the case of LIBO Rate Loans. No request shall be effective until actually received in writing by the Agent. (b) Upon receipt of a request for a Loan or the conversion of a Loan, and will if the conditions precedent provided herein shall be satisfied on the proposed Drawdown Date, unless otherwise disclosed in writing to the Administrative Agent prior to or at the time of such request, including the Borrower’s continued compliance with the Financial Covenants, as satisfied Agent promptly shall notify each Bank of such request and of such Bank's ratable share of such Loan. Upon receipt by the Closing Compliance Certificate, or once deliveredAgent, the most recent Compliance Certificate delivered request for a Loan or the conversion of a Loan shall not be revocable by the BorrowerBorrowers. (c) Not later than 11:00 A.M. on the date of each Loan, each Bank shall make available (except as provided in clause (d) below) its ratable share of such Loan, in immediately available funds, to the extent Agent at the contemplated Loan Advance will result in noncompliance with the Financial Covenants. Notwithstanding any such disclosure, the disclosure by Borrower to the Administrative Agent that one or more of the conditions address set forth in Section 5.1 10.6 hereof are or at such account in London as the Agent shall specify to the Borrowers and the Banks. Unless the Agent knows that any applicable condition specified herein has not satisfied as of been satisfied, the Agent will make the funds so received from the Banks immediately available to the Borrowers on the date of Borrower’s request for each Loan by a Loan Advance or will not be satisfied as credit to the account of the proposed Drawdown Date shall entitle Administrative Agent and Lenders to refuse to make Borrowers at the Loan Advance requested by BorrowerAgent's aforesaid address. (iiid) If Unless the Agent shall have been notified by any Event of Default shall occur and be continuing, Bank at least one (1) Business Day prior to the Administrative Agent may or shall (at the direction date of the Required Lenders)making, conversion or renewal of any LIBO Rate Loan, or by notice 3:00 P.M. on the date a Base Rate Loan is requested, that such Bank does not intend to Borrower, terminate make available to the obligation of the Lenders to fund Loan Advances in respect of the then unfunded Agent such Bank's portion of the Notetotal amount of the Loan to be made, andconverted or renewed on such date, the Agent may assume that such Bank has made such amount available to the Agent on the date of the Loan and the Agent may, in reliance upon such notice being givenassumption, make available to the Borrowers a corresponding amount. If and to the extent such Bank shall not have made such funds available to the Agent, such Bank agrees to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent, at the Federal Funds Rate plus 50 basis points for three (3) Business Days, and thereafter at the Base Rate. If such Bank shall repay to the Agent such corresponding amount, such amounts so repaid shall constitute such Bank's Loan for purposes of this Agreement. If such Bank does not repay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding amount to the Agent, without any prepayment penalty or premium, but with interest on the amount repaid, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such Loan. Nothing herein shall be deemed to relieve any Bank of its obligation to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights which the Borrowers may have against any Bank as a result of any default by such Bank hereunder. (e) If the Lenders Banks make a Loan on a day on which all or any part of an outstanding Loan from the Banks is to be repaid, each Bank shall apply the proceeds of its new Loan to make any further Loan Advances in respect of such repayment and only an amount equal to the then unfunded portion of difference (if any) between the Note shall terminate immediately amount being borrowed and the Lenders amount being repaid shall be relieved of all further obligations made available by such Bank to make any Loan Advances to Borrowerthe Agent as provided in clause (c).